Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333), including any related preliminary prospectus, for the registration of the Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (Good Works Acquisition Corp.), Underwriting Agreement (Good Works Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-248333217475), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m.9:00 a.m., New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement initially filed on April, 26, 2017, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (KBL Merger Corp. Iv), Underwriting Agreement (KBL Merger Corp. Iv)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement statements and an amendment or amendments thereto, on Form S-1 (File No. 333-248333240378), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:45 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on August 4, 2020, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (Colonnade Acquisition Corp.), Underwriting Agreement (Colonnade Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-[ ]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Securities under the Securities Act of 1933, as amended (the “Act”)Public Securities, which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 2 contracts
Samples: Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands), Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333249072), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [5:00] p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [Registration Statement filed on October 8[ ], 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333229741), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [______], 2019, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Insurance Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333231617), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [May 20], 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Underwriter determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Underwriter agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Haymaker Acquisition Corp. II)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-______), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on _________, 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Apex Technology Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333249072), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 7:30 a.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on November 16, 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333250050), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on November 13, 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any and accordingly reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333253422), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on March , 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Fintech Acquisition Corp Vi)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-248333217475), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement initially filed on April, 26, 2017, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333253003), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 25, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Atlantic Coastal Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333253051), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 12, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Altitude Acquisition Corp. III)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333251162), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means [5:00 p.m., ] New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8Registration Statement filed on December [ ], 2020, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333204054), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on July 24, 2015, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (E-Compass Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333259773), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on _________, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement, if any. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Enterprise 4.0 Technology Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333222562), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on ________, 2018, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Mudrick Capital Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252084), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes became effective (“Effective Date”) (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale informationSale, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filedprepared a Preliminary Prospectus, or is required pursuant which was included in the Registration Statement filed on January __, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the terms hereof to fileTime of Sale, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration StatementStatutory Prospectus”), then, unless . Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such the Registration Statement the Company has or will file pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A referred to below in Section 2.1.2, no other document with respect to the Registration Statement Public Securities has heretofore been filed with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Progress Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-[), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Altitude Acquisition Corp. II)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333251357), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on January __, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, then unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include any such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A described in Section 2.1.1 below, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement, if any. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Epiphany Technology Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333249071), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on December 1, 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If As the Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)for public
Appears in 1 contract
Samples: Underwriting Agreement (Altitude Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333280305), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Securities under the Securities Act of 1933, as amended (the “Act”)Public Securities, which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on July 30, 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333227951), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on November 9, 2018, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities an additional 2,875,000 Units (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any . Any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Fintech Acquisition Corp. III)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333258599), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on December 29, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333260713), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on November 3, 2021, as thereafter amended and supplemented from time to time, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)Registration
Appears in 1 contract
Samples: Underwriting Agreement (Integrated Wellness Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333249289), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated Registration Statement filed on October [October 8__], 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Atlas Crest Investment Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252413), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on January 25, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Tribe Capital Growth Corp I)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252997), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 11, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Arrowroot Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-______), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on _________, 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any . Any reference herein to the term “Registration Statement” shall be deemed to include such a registration statement filed pursuant to Rule 462(b) Registration Statement. under the Act Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333)260891, including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes became effective (“Effective Date”) (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale informationSale, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filedprepared a Preliminary Prospectus, or is required pursuant which was included in the Registration Statement filed on November 8, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the terms Time of Sale, the “Statutory Prospectus”). Unless otherwise specified, any reference herein to the “Registration Statement” shall be deemed to include any Registration Statement filed by the Company on the date hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative have determined that at the Time of Sale, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (ROC Energy Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-[ ]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Phoenix Biotech Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333261317), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on December 17, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Papaya Growth Opportunity Corp. I)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333259418), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252265), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Fusion Acquisition Corp. II)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333258911), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on _____ __, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333249477), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on _______, 2020, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Proptech Investment Corp. Ii)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333259418), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on September 9, 2021, as thereafter amended and supplemented from time to time, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-[ ]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Pine Technology Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333224581), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on May 25, 2018, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified. Accordingly, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Thunder Bridge Acquisition LTD)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333227951), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [_______], 2018, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Fintech Acquisition Corp. III)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333254425), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes became effective (“Effective Date”) (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale informationSale, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filedprepared a Preliminary Prospectus, or is required pursuant which was included in the Registration Statement filed on June 4, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the terms hereof to fileTime of Sale, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration StatementStatutory Prospectus”), then, unless . Unless otherwise specifiedspecified herein, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Exchange Act Registration Statement described in Section 2.1.2 below, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Dila Capital Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333240205), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on August 28, 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333253132), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale informationSale, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filedprepared a Preliminary Prospectus, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to which was included in the Registration Statement has heretofore been filed with on February 25, 2021, for distribution by the Commission. All of the Public Securities have been registered under the Act pursuant Underwriters (such Preliminary Prospectus used most recently prior to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)the
Appears in 1 contract
Samples: Underwriting Agreement (M3-Brigade Acquisition II Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-[ ]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Cascadia Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333236798), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on April 24, 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252739), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8Registration Statement filed on [ ], 2020, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333223098), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on March 7, 2018, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333232019), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulationstime), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date date hereof included in the Registration Statement (orStatement, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on June 7, 2019, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, additional securities of any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)type or an
Appears in 1 contract
Samples: Underwriting Agreement (Pivotal Investment Corp II)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333197515), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [__________], 2014, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Sino Mercury Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333253769), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [___], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Atlas Crest Investment Corp. IV)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333- 280274), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-_______), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [__________], 2014, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333254182), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on November 3, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such the Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities on the date hereof (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement, if any. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333260205), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on October 13, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Intelligent Medicine Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252821), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement is Statement, if filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (FTAC Parnassus Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333253003), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [•], 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Atlantic Coastal Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333253771), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Atlas Crest Investment Corp. V)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333260713), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on November 3, 2021, as thereafter amended and supplemented from time to time, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)Registration
Appears in 1 contract
Samples: Underwriting Agreement (Integrated Wellness Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333233980), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on _______, 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Stable Road Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333251627), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on December 23, 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Monument Circle Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333)260891, including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes became effective (“Effective Date”) (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale informationSale, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filedprepared a Preliminary Prospectus, or is required pursuant which was included in the Registration Statement filed on November 8, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the terms Time of Sale, the “Statutory Prospectus”). Unless otherwise specified, any reference herein to the “Registration Statement” shall be deemed to include the Registration Statement filed by the Company on the date hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to . Other than the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative have determined that at the Time of Sale, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (ROC Energy Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333239819), including any related preliminary prospectus, for the registration of the Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8]August 4, 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Vistas Media Acquisition Co Inc.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333249618), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated Registration Statement filed on November [October 8•], 2020, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333224581), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on ____________, 2018, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Thunder Bridge Acquisition LTD)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333233980), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on October 29, 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Stable Road Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333254182), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [September 27], 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement, if any. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333200925), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on January 13, 2015, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333251627), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on December 23, 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, and any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any the Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Monument Circle Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333258264), including any related preliminary prospectusprospectus (“Preliminary Prospectus”, including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 5:15 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on July 29, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333248666), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on September 23, 2020, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-______), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on ________, 202 , for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement, if any. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Grandview Capital Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333258515), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on August 18, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Cascadia Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333248698), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on September 17, 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specifiedand accordingly, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333233988), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [_________], 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Union Acquisition Corp. II)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333253278), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 19, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Pine Technology Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252478), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 8, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, which if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Rosecliff Acquisition Corp I)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333204054), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [__________], 2015, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (E-Compass Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-______), including any related preliminary prospectusprospectus (the "PRELIMINARY PROSPECTUS"), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”"ACT"), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”"REGULATIONS") of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations), is hereinafter called the “Registration Statement"REGISTRATION STATEMENT,” " and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus"PROSPECTUS.” For purposes " "STATUTORY PROSPECTUS" as of this Agreement, “any time means the Preliminary Prospectus included in the Registration Statement immediately prior to the Time of Sale”, as used in the Act, . "TIME OF SALE" means 5:00 p.m., New York City time, pm Eastern time on the date of this Agreement Agreement. In the event the Company and Underwriters agree to increase the “Time number of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating Firm Units to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B be sold pursuant hereto, taken as a whole. If "Registration Statement" shall include the Company has filed, or is required pursuant to the terms hereof to file, a registration statement filed pursuant to Rule 462(b) under of the Act to register to such add such additional Unites for sale. The Registration Statement has been declared effective by the Commission on the date hereof. The Company has complied with all requests of the Commission for additional or supplemental information. The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, Statutory Prospectus or Prospectus. The Company has delivered to the Representative a complete manually signed copy of the Registration Statement and of each consent and certificate of experts filed as a part thereof and has delivered to the Representative conformed copies of the Registration Statement (without exhibits) and Preliminary Prospectuses and the Prospectus, as amended or supplemented, in such quantities and at such places as the Representative has reasonably requested. Each Preliminary Prospectus used by the Underwriters pursuant to Rule 430A and the Prospectus, when filed, complied in all material respects with the Securities Act registering and, as filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities (a “Rule 462(b) Registration Statement”Securitixx Xxt), then, unless otherwise specified, any reference herein was identical to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect copy thereof delivered to the Registration Statement has heretofore been filed Underwriters for use in connection with the Commission. All offer and sale of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Energy Services Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333251969), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on January 8, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (CA Healthcare Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333249385), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on November 20, 2020, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), thenand, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Forest Road Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-24833358727), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [●]:[●] a/p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on August [●], 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Insight Acquisition Corp. /DE)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333261788), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on January 27, 2022, as thereafter amended and supplemented from time to time, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Counter Press Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-248333210817), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 9:00 a.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on May 19, 2016, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333234440), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [●]:[●] p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on November [●], 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Alussa Energy Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement statements and an amendment or amendments thereto, on Form S-1 (File No. 333-248333251337), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8]Registration Statement filed on December 15, 2020, relating for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Kludein I Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252265), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 19, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, and any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement is filed, and will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Fusion Acquisition Corp. II)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333222562), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 8:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on January 26, 2018, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Mudrick Capital Acquisition Corp)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333258599), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-248333134459), including any related preliminary prospectusprospectus (the "Preliminary Prospectus"), for the registration of the Securities under the Securities Act of 1933, as amended (the “"Act”"), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “"Regulations”") of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the any prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “"Registration Statement,” " and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at filed by the time of effectiveness by Rule 430A of the Regulations filed Company with the Commission pursuant to Rule 424 424(b) at or after the time of effectiveness as allowed under Rule 430A of the Regulations) ), is hereinafter called the “"Prospectus.” " For purposes of this Agreement, “"Time of Sale”", as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale, the Company prepared a preliminary prospectus, dated January __, 2007, for distribution by the Underwriters (the "Sale information, if any, set forth on Schedule B hereto, taken as a wholePreliminary Prospectus"). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Securities of any type (a “"Rule 462(b) Registration Statement”"), then, unless otherwise specified, any reference herein to the term “"Registration Statement” " shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (ChinaGrowth South Acquisition CORP)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333254487), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2022, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingfiling and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Integrated Energy Transition Acquisition Corp.)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333-[ ]), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [ ], 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333249646), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated [October 8Registration Statement filed on [ ], 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Samples: Underwriting Agreement (Fintech Acquisition Corp V)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333229853), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on __________, 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified. Accordingly, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representatives determine that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representatives agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333240205), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated Registration Statement filed on August [October 824], 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence between the Company and/or counsel for the Company and the Commission no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252011), including any related preliminary prospectusprospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes became effective (“Effective Date”) (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating Agreement. Prior to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale informationSale, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filedprepared a Preliminary Prospectus, or is required pursuant which was included in the Registration Statement filed on January 11, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the terms hereof to fileTime of Sale, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration StatementStatutory Prospectus”), then, unless . Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement the Company files pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement or, if any Rule 462(b) Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333239023), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means [5:00 p.m., ] New York City time, on the date of this Agreement and Agreement. Prior to the “Time of Sale Sale, the Company prepared a Preliminary Prospectus” shall mean (i) , which was included in the Preliminary Prospectus dated Registration Statement filed on [October 8______], 2020, relating for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Offering (Time of Sale, the “Sale Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement orand, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333252739), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on February 17, 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly dully registered for public sale under the Securities Act with the filing of such Rule 462(b)
Appears in 1 contract
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333333- ), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [•]:[•] a/p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [July 30], 2021, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filingStatement and the Form 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (Insight Acquisition Corp. /DE)
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-248333227300), including any related preliminary prospectusprospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Securities Units under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such formForm, have been satisfied in all material respectssatisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) ), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement and Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on _____, 2018, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus dated [October 8], 2020, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale information, if any, set forth on Schedule B hereto, taken as a whole). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Securities Act registering the Securities additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified. Accordingly, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a the Rule 462(b) Registration Statement, which, if filed, becomes which became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any and the Rule 462(b) Registration Statement. The Registration Statement is filedhas been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be duly registered under deemed to include any additional information available to purchasers at the Securities Act with time of entry into the filing of first such Rule 462(b)new purchase contract.
Appears in 1 contract
Samples: Underwriting Agreement (ChaSerg Technology Acquisition Corp)